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EVIDENCE from RUSSIA Alexander Dyck Natalya Volchkova Luig NBER WORKING PAPER SERIES THE CORPORATE GOVERNANCE ROLE OF THE MEDIA: EVIDENCE FROM RUSSIA Alexander Dyck Natalya Volchkova Luigi Zingales Working Paper 12525 http://www.nber.org/papers/w12525 NATIONAL BUREAU OF ECONOMIC RESEARCH 1050 Massachusetts Avenue Cambridge, MA 02138 September 2006 Alexander Dyck thanks the Gamma Foundation, the Division of Research, Harvard Business School, and the Rotman School of Management for financial support. Luigi Zingales thanks the Gamma Foundation, the CRSP center, and the George Stigler Center at the University of Chicago for financial support. We thank Beatriz Armendariz, Stefano della Vigna. Andrei Shleifer, Andrei Simonov and participants and seminars at Dartmouth, Harvard, Stockholm School of Economics and the NBER for very useful comments. We thank Mehmet Beceren and Victor Xin for their research assistance. The views expressed herein are those of the author(s) and do not necessarily reflect the views of the National Bureau of Economic Research. ©2006 by Alexander Dyck, Natalya Volchkova and Luigi Zingales. All rights reserved. Short sections of text, not to exceed two paragraphs, may be quoted without explicit permission provided that full credit, including © notice, is given to the source. The Corporate Governance Role of the Media: Evidence from Russia Alexander Dyck, Natalya Volchkova and Luigi Zingales NBER Working Paper No. 12525 September 2006 JEL No. G3, O16 ABSTRACT We study the effect of media coverage on corporate governance by focusing on Russia in the period 1999-2002. This setting offers us three ideal conditions for such a study: plenty of corporate governance violations, no alternative mechanisms to address them, and the presence of an investment fund (the Hermitage) that actively lobbies the international press to shame companies perpetrating those violations. We find that Hermitage’s lobbying is effective in increasing the coverage of corporate governance violations in the Anglo-American press. We also find that coverage in the Anglo-American press increases the probability that a corporate governance violation is reversed. This effect is present even when we instrument coverage with an exogenous determinant, i.e. the Hermitage’s portfolio composition at the beginning of the period. The Hermitage’s strategy seems to work in part by impacting Russian companies’ reputation abroad and in part by forcing regulators into action. Alexander Dyck Luigi Zingales University of Toronto Harvard University Joseph L. Rotman School of Management Littauer Center University of Toronto Cambridge, MA 02138 105 St. George Street and NBER Toronto, Ontario [email protected] CANADA M5S 3E6 [email protected] Natalya Volchkova Nakhimovsky pr., 47, Office 720 117418 Moscow RUSSIA [email protected] In recent years, hedge funds have emerged as some of the most powerful players in corporate governance worldwide. From the dismissal of Deutsche Boerse’s CEO Seifert to McDonalds spin-off of major assets in an IPO, hedge funds have played a crucial role. The Wall Street Journal labeled them the “new leader” on the “list of bogeymen haunting the corporate boardroom.”1 Among the many tactics hedge funds managers use, the most prominent one is to focus public attention on an underperforming company and shame the CEO to either resign or change policy (Kahan and Rock, 2006). It is hard to tell, however, whether this public relations campaign is just a smokescreen for more important maneuvers that take place behind the scene or is a crucial ingredient of their battle. Can hedge funds (or shareholders in general) increase the level of coverage received by certain news/companies? And if so, does this coverage have any effect on corporate governance outcomes? These questions are hard to address using U.S. data. On the one hand, most hedge funds trade in and out of companies very quickly. So it is hard to disentangle whether they are simply good at recognizing that the situation is ripe for change or whether they are indeed an actor of change. On the other hand, hedge funds in the United States (and in most of Europe) have access to an array of options to address bad corporate governance (from shareholder’s suits to calling an extraordinary general meeting). So it is hard to tell whether they succeed because of their public relations campaign or because of the power of their legal rights. To overcome these problems we study shareholders’ ability to influence coverage and the impact of this coverage on corporate governance by looking at Russia. Russia presents a useful laboratory setting for this analysis for several reasons. First, during the late 1990s, corporate governance violations in Russia were very extreme, very common, and very visible, providing a wide field of inquiry. Second, in Russia, the standard mechanisms to readdress these violations were either non-existent or completely ineffective (for example, courts were easily corruptible), allowing us to identify whether media have an independent effect on outcomes. Third, and most important, in Russia, there exists an investment fund (the Hermitage Fund), with extremely low turnover, that 1 Alan Murray “Hedge Funds Are New Sheriffs of Boardroom,” Wall Street Journal, 14 December 2005, pg A2. 2 consciously played a media strategy after the 1998 Russian crisis. In the words of its chairman: “Our basic approach is to thoroughly research and understand where the corporate malfeasance is taking place and then go to great pains to simplify the story so the average person can understand what is going on.…. We then share the stories with the press. By doing so, we want to inflict real consequences – business, reputational and financial” (Dyck, 2002). Since the Hermitage fund spends resources only when it has money at stake, we can use the Hermitage’s portfolio composition as an instrument for news coverage. To avoid any possible reverse causality, we use Hermitage portfolio’s composition at the beginning of the period, before the corporate governance violations take place. To identify a sample of potential corporate governance violations we exploit the fact that a prominent Russian investment bank, Troika Dialog, produced a weekly publication, between 1998 and 2002, that highlighted all the corporate actions that, in their view, have the potential to severely impact outside investors’ rights. This definition of potential violation does not necessarily imply that any Russian law was infringed.2 How to judge, for instance, Tomskneft’s dilutive equity issue in 1999? The issue was approved by shareholders present at the meeting. But very few were able to be present because the day of the meeting the company announced that the venue had been transferred to a new distant location that shareholders couldn’t possibly reach in time to vote on the proposal. We refine this list by eliminating repeated events and minor violations (like a delay in financial reporting). We then study how much coverage each of these violations received and whether they were stopped or somehow readdressed. Not surprisingly, we find that the magnitude of the violation (which we proxy by the potential loss caused by the announced decision) increases the extent it is covered in the Anglo-American media. We also find that, controlling for the severity of the violation, companies receiving more coverage in normal periods (and thus more newsworthy) command more attention. Even controlling for these factors, however, we 2 When discussing governance violations we focus on the distributional impact. It is harder to make any overall welfare assessment. Even actions that have an extremely negative distributional impact (such as pure theft) can have a positive efficiency effect, because the consolidation of cash flow rights in one hand 3 find that the presence of the Hermitage fund among its shareholders increases the amount of coverage a corporate governance violation receives. This correlation does not appear to be due to the Hermitage fund’s ability to pick newsworthy companies, since the effect is present even when we use the Hermitage Fund’s stake in companies at the beginning of the period (end of 1998). We then test whether news coverage in the Russian and prominent English language press surrounding and following the revelation of this potential violation is correlated with the eventual outcome. We find that the probability the decision negatively impacting outside investors is reverted is significantly affected by the coverage of the event in Anglo-American newspapers, even after controlling for other potential determinants of the outcome, such as the degree of foreign ownership and the involvement of international organizations such as the European Bank of Reconstruction and Development (EBRD). By contrast, exposure in the local press has no impact. Between the two main foreign newspapers, the Wall Street Journal seems to have more impact than the Financial Times. This could be the result of a higher credibility of the former or of the different importance of the two types of audiences these newspapers have. To separate the effect of audience from that of credibility, we use a Russian- language publication called Vedemosti. Since this publication is a joint venture between the Wall Street Journal and the Financial Times, it has credibility similar to that of its owners. But being in Russian, it only reaches Russian businessmen and politicians. Our finding that coverage by Vedemosti has no significant effect suggests that the leverage is provided by the reputation vis-à-vis the Anglo-American community. So exposure of corporate governance violations in the international press seems to promote some readdress. This evidence hardly proves that the press was an instrument of change, let alone that hedge funds were the force behind this change. An egregious corporate governance violation is more likely to be covered by newspapers regardless of any effort by hedge fund managers. And such an egregious violation is also more likely to generate a reaction. To attempt to disentangle these effects, we instrument foreign press coverage with the Hermitage Fund’s stake in companies at the end of 1998.
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